Bitmunch Studios Ltd., operating as Repixel Art, a company registered in the Islamic Republic of Pakistan (“Repixel Art”) operates each website and application that links to these Terms of Use together with our applications, APIs, and online App (collectively, the “App”), as well as our other App, offerings, and other interactions (e.g., customer service inquiries etc.) you may have with us (together with our App, collectively referred to as our “App”). By accessing or using our App, you are agreeing to these terms and conditions (the “Terms”) and concluding a legally binding contract with Sandbox Draw. Do not access or use our App if you are unwilling or unable to be bound by the Terms.
1. Definitions
A. Parties
“You” and “your” refer to you, as a user of our App. A “user” is someone who accesses, posts, edits, browses, or in any way uses our App.
“We,” “us,” and “our” refer to Sandbox Draw.
B. Content
“Content” means text, images, photos, audio, video, documents and all other forms of data or communication.
“Your Content” means Content that you submit or transmit to, through, or in connection with our App, such as posts, comments, invitations, messages, and information that you publicly display.
“User Content” means Content that users submit or transmit to, through, or in connection with our App.
“Sandbox Draw Content” means Content that we create and make available in connection with our App.
“Third Party Content” means Content that originates from parties other than Sandbox Draw or its users, which is made available in connection with our App.
“App Content” means all of the Content that is made available in connection with our App, including Your Content, User Content, Third Party Content, and Sandbox Draw Content.
2. Changes to Terms of Use
We may modify these Terms from time to time. You understand and agree that your access to or use of our App is governed by the Terms effective at the time of your access to or use of our App. If we make material changes to these Terms, we will notify you by email or by posting a revised version of the Terms on our App. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of our App after the effective date of modifications to the Terms indicates your acceptance of the modifications.
3. Using our App
A. Eligibility
To access or use our App, you must be 18 years or older and have the required power and authority to enter into these Terms; Alternatively, and/or additionally, you must be of the legal drinking age where you reside. Sandbox Draw encourages the responsible use of alcoholic beverages only by persons above the permitted age to do so in your respective jurisdiction. You may not access or use our App if we have previously banned you from our App or closed your account.
B. Permission to Use the App
We grant you permission to use our App subject to the restrictions in these Terms. Your use of our App is at your own risk.
C. App Availability
Our App may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
D. User Accounts
You must create an account and provide certain information about yourself in order to use some of the features that are offered through our App. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.
E. Communications from Sandbox Draw and other Users
By creating an account, you agree to receive certain communications in connection with your use of our App. For example, you might receive questions or requests from other Users related to information you post on using our App. If you have subscribed to them, you also will receive reading lists and email newsletters about events and business connection opportunities on the App or in certain geographic areas. We provide unsubscribe links in all of our email footers if you no longer wish to receive those communications from us.
F. User Profile
If you have applied and been accepted to create a Profile, you may utilize our App to access the games contained therein and communicate with other Users on the App in compliance with the Terms and during the period stated in your acceptance. As a User, you may use the Sandbox Draw trademarks and service marks in connection with your use of our App so long as you comply with the guidelines for its use that we may provide to you, as may be amended from time to time. You acknowledge and agree that how you utilize our App as a User impacts our brand. Accordingly, you agree not to utilize our App in a manner that diminishes and/or tarnishes our image and/or reputation, and that we may terminate your User Profile and/or license to use our App immediately if you do so. You may not receive compensation or favour from third parties in connection with your status as a User. In addition, you may not enter into any form of agreement on behalf of Sandbox Draw without our written approval.
4. Content
A. Content Guidelines
You confirm that the content provided on the App is true and accurate. You also commit to maintain an updated User Profile, that represents the most up-to-date set of content related to your User Profile.
B. Responsibility for Your Content
You alone are responsible for Your Content and assume all risks associated with Your Content. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein.
You may expose yourself to liability if, for example, (i) Your Content contains material that is false, intentionally misleading, or defamatory; (ii) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (iii) contains material that is unlawful, including illegal hate speech or pornography; (iv) exploits or otherwise harms minors; or (v) violates or advocates the violation of any law or regulation.
C. Our Right to Use Your Content
We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own Apps and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of our App and any Other Media the right to access Your Content in connection with their use of our App and any Other Media. Finally, you irrevocably waive, and cause to be waived, against Sandbox Draw and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.
D. Ownership
As between you and Sandbox Draw, you own Your Content. We own the Sandbox Draw Content, including but not limited to the visual interfaces, interactive features, graphics, design and all other elements and components of our App excluding Your Content, User Content, and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the Sandbox Draw Content and our App, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Sandbox Draw Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to our App and the Sandbox Draw Content are retained by us.
E. Other
We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. How your User Content is managed is governed by the Sandbox Draw Privacy Policy.
5. Restrictions
A. You agree not to, and will not assist, encourage, or enable others to use our App to:
B. You also agree not to, and will not assist, encourage, or enable others to:
6. Privacy, Copyright/Trademark Disputes and Confidentiality
A. Privacy
Your use of our App is subject to Sandbox Draw’s Privacy Policy.
B. Copyright and Trademark Disputes
If you believe that your copyright or trademark is being infringed through our App, please send us a written notice with the following information:
If you believe that your content should not have been removed for alleged copyright or trademark infringement, you may send us a written counter-notice with the following information:
We will respond to all such notices and comply with applicable law. We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. We also reserve the right to terminate a user’s account if the user is determined to be a repeat infringer.
You can send us your copyright or trademark notices to:
Bottoms ‘Up Studios Ltd operating as Sandbox Draw
49 The Belfry, Enniskerry Road, Stepaside, Dublin 18, Co.Dublin, Ireland. Via email at office@bottomsupstudios.com
C. Mutual Non-Disclosure and Non-Solicitation
For purposes of this section (C), the following terms have the following meanings:
Definition of Parties:
Disclosing Party – A Party or Parties that utilizes the App to send Continental Information during the course of permitted use.
Recipient Party – A Party of Parties that utilizes the App to receive Confidential Information during the course of permitted use.
“Confidential Information” means all information, data, documents, agreements, files and other materials regarding or concerning the Disclosing Party or its affiliates, whether disclosed orally or disclosed or stored in written, electronic or other form or media, which is disclosed or otherwise furnished by the Disclosing Party or its Representatives to the Recipient or its Representatives before, on or after the date hereof, including all analyses, notes, compilations, reports, forecasts, studies, samples, statistics, summaries, algorithms, interpretations and other documents prepared by or for the Recipient or its Representatives which contain or otherwise reflect or are generated from such information, data, documents, agreements, files or other materials, whether or not marked, designated or otherwise identified as “confidential,” including, without limitation:
The term “Confidential Information” as used herein shall not include information that:
“Employee” means any employee, independent contractor, subcontractor, intern or volunteer, employed, engaged or retained by the Disclosing Party or its affiliates on a full-time, part-time or occasional basis, including any who are on medical or long-term disability leave, or other statutory or authorized leave or absence.
“Governmental Authority” means:
“Person” will be broadly interpreted and includes:
“Personal Information” means information that:
“Representatives” means, as to any Person, such Person’s affiliates, and its and their respective directors, officers, employees, general partners, shareholders, agents and consultants (including lawyers, financial advisors and accountants).
“Territory” means the World.
Other terms not specifically defined in this Section shall have the meanings given to them elsewhere in this Agreement.
Recipient’s Obligations. The Recipient shall:
inform the Recipient’s Representatives of the confidential nature of the Confidential Information;
cause its Representatives to be bound by the terms of this Agreement to the same extent as if they were parties hereto;
maintain a record of everyone who has access to the Confidential Information;
be responsible for any breach of this Agreement by any of its Representatives;
use commercially reasonable controls to prevent unauthorized use or disclosure of the Confidential Information (but in any event no less than the degree of care and control that the Recipient uses to protect its own confidential information of similar importance);
comply with all applicable on-site access, remote access and related security rules and procedures of the Disclosing Party;
promptly notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information of which the Recipient has become aware; and
fully cooperate with the Disclosing Party in any effort undertaken by the Disclosing Party to enforce its rights related to any such unauthorized disclosure.
Further Confidentiality Obligations. Except for such disclosure as is necessary not to be in violation of any applicable law, regulation or rule or a valid court order or pursuant to any requirement, request or process of any Governmental Authority (in which case the disclosure must be made in accordance with Section 5), the Recipient shall not, and shall not permit any of its Representatives to, without the prior written consent of the Disclosing Party, disclose to any Person:
(collectively, the “Purpose Information”).
No Representations or Warranties by Disclosing Party. The Recipient understands and agrees that neither the Disclosing Party nor any of its Representatives:
Acceptance of the App’s Terms of Use will give effect to rights and obligations as in relations to Non-Disclosure. The Disclosing Party reserves the right, in its sole discretion, to reject any and all proposals made by the Recipient or on its behalf with regard to the Purpose or a transaction, to terminate discussions and negotiations with the Recipient at any time and to enter into any agreement with any other Person without notice to the Recipient or any of its Representatives, at any time and for any reason or no reason.
Disclosure Required. If, in the written opinion of the Recipient’s counsel, the Recipient or any of its Representatives is required to disclose any Confidential Information or Purpose Information, by law, regulation, rule or a valid court order or pursuant to any requirement, request or process of any Governmental Authority, the Recipient shall:
If, after providing such notice and cooperation as required herein, such protective order or other remedy is not obtained, the Recipient (or such Representative to whom such requirement is directed) shall furnish only that portion of the Confidential Information or Purpose Information which, on the written advice of the Recipient’s counsel, is legally required to be disclosed and shall use its best efforts to preserve the privileged nature or confidentiality of the Confidential Information or Purpose Information and obtain assurances that confidential treatment will be accorded the Confidential Information or Purpose Information so disclosed.
Recipient’s Representations and Warranties. The Recipient represents and warrants that:
Return or Destruction of Confidential Information. Upon the expiration or termination of this Agreement, or at any time upon the Disclosing Party’s written request, the Recipient and its Representatives shall promptly, and in any event no later than five (5) days after such expiration, termination or request, return or destroy all Confidential Information (including all copies, reports, analyses, extracts, notes or other reproductions created using the Confidential Information) to the Disclosing Party and if destroyed, certify in writing to the Disclosing Party within such time frame that such Confidential Information (including any Confidential Information held electronically) has been destroyed. Notwithstanding the return or destruction of the Confidential Information, the Recipient and its Representatives shall continue to be bound by their obligations of confidentiality and other obligations hereunder.
Non-Solicitation. Except with the prior written consent of the Disclosing Party, the Recipient agrees that during the term of this Agreement and for a period of five (5) years after the date of the expiration or termination of this Agreement, neither the Recipient nor its Representatives will directly or indirectly solicit, hire, contract or take away or cause to be solicited, hired, contracted or taken away, any officer, director, or Employee or solicit, induce or attempt to induce away the business of any potential, current or actual suppliers, vendors, service providers, advertisers, sponsors, clients or customers of the Disclosing Party or any of its affiliates, except pursuant to a general solicitation which is not directed specifically to any such officers, directors, Employees, suppliers, vendors, service providers, advertisers, sponsors, clients or customers. For purposes of this section, the term “Employee” includes, without limitation, any Employee who has been employed, engaged or retained by the Disclosing Party or its affiliates at any time during the six-month period prior to the relevant time.
7. Suggestions and Improvements
By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Sandbox Draw and its users any claims and assertions of any moral rights contained in such Feedback.
8. Third Parties
Our App may contain links to third party websites. When you click on a link to any other website or location, you will leave our App and you will be subject to the terms of use and privacy policy applicable to those websites. We have no control over, do not review, and cannot be responsible for, these outside websites or their content, and your use of such websites is at your own risk. The links to third party websites or locations are for your convenience and do not signify our endorsement of such third parties or their products, content or website. Some of the App made available through our App may be subject to additional third party or open source licensing terms and disclosures, which are incorporated herein by reference.
9. Indemnity
You understand and agree that you are personally responsible for your behaviour on our App. You agree to indemnify, defend, and hold Sandbox Draw, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “Sandbox Draw Entities“) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of our App, (ii) your violation of the Terms, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Sandbox Draw reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any such matter without the prior written consent of Sandbox Draw. Sandbox Draw will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
10. DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE Sandbox Draw ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING OUR App. BY ACCESSING OR USING OUR App, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
11. Choice of Law and Venue
These Terms shall be governed by and construed in accordance with the laws of the Republic of Ireland and the applicable therein. Each party irrevocably submits to the exclusive jurisdiction and venue of the courts located in the Republic of Ireland in any legal suit, action or proceeding arising out of or based upon this Agreement.
12. Termination
13. General Terms